Item 5.07 - Submission of Matters to a Vote of Security Holders

The 2022 Annual Meeting of Shareholders of Pathfinder Bancorp, Inc. was held on May 13, 2022. At the 2022 Annual Meeting, shareholders approved all of the proposals which included (i) the election of two directors, David A. Ayoub and John F. Sharkey, III each for a one-year term and until their successors have been elected and qualified; (ii) the election of four directors, Eric Allyn, Meghan Crawford-Hamlin, Adam C. Gagas, and Melanie Littlejohn each for a three-year term and until their successors have been elected and qualified; (iii) the ratification of the appointment of Bonadio & Company, LLP, as the independent registered public accounting firm for the year ending December 31, 2022.

The following table reflects the tabulation of votes with respect to the election of the six directors at the 2022 Annual Meeting:

Nominated for a one-year term:


                           Number of Votes

Name of Director               For        Withheld   Broker Non-Votes
David A. Ayoub                 2,461,854  44,314     772,908
John F. Sharkey, III           2,410,909  95,259     772,908

Nominated for a three-year term:


                           Number of Votes

Name of Director               For        Withheld   Broker Non-Votes
Eric Allyn                     2,371,077  135,091    772,908
Meghan Crawford-Hamlin         2,353,424  152,744    772,908
Adam C. Gagas                  2,445,269  60,899     772,908
Melanie Littlejohn             2,325,348  180,820    772,908

The following table reflects the tabulation of votes with respect to the approval of the ratification of Bonadio & Company, LLP, as our independent registered public accounting firm for the year ending December 31, 2022:



  For       Against             Abstain
  3,087,123 171,039             20,914

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